HIPPOTLIAN, INC.,
TERMS OF USE AGREEMENT

Welcome to the Website of Hippotlian, Inc. (collectively "Hippotlian" "Website" "Site" "We" "Our" or "Us"). Hippotlian is the owner of both a proprietary web-based software-as-a-service offering and Mobile App entitled Hippotlian Platform that provides a healthcare learning management system, which can be used to track and assign learning to staff/members, and an app for staff/members to record their own learning (the "Services").

The following Terms of Use, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use" "Terms"), govern your ("Your" "You" or "User") access to and use of this Website (the "Website") and use of the Services.

Please read the Terms of Service carefully before you start to use the Website or Services. By using the Website or Services, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy incorporated herein by reference ("Privacy Policy") available at Legals. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website or Services.

We can share the data we collect from you with those outside of Hippotlian if they are a service provider for Hippotlian (and have to follow our requirements) or if we're legally required to share it with those outside of Hippotlian.

This Website and Services are offered and available to users who are 18 years old or older. By using this Website or Services, you represent and warrant that you are of legal age to form a binding contract with Hippotlian. If you are not 18 years old or older, you must not access or use the Website or Services.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS.

Be advised that Hippotlian, including its employees, are not offering or providing any financial or legal advice on its Website or through its Services.

Hippotlian assumes no responsibility in connection with your use of the Services, or the Content. The Services, and the Content are provided for your non-commercial entertainment and enjoyment. You may not distribute, modify, republish, or publicly display any of the Content or Services unless you have the prior written permission of Hippotlian, which permission may be withheld at Hippotlian's sole discretion.

1. CERTAIN USE LIMITATIONS

Hippotlian grants you a non-exclusive, non-transferable, limited permission to access and display the Web pages within this site as a user, customer or potential customer of the Services provided you comply with these Terms of Use, and all copyright, trademark, and other proprietary notices remain intact. You may only use a crawler to crawl this Web site as permitted by this Web site's robots.txt protocol, and Hippotlian may block any crawlers in its sole discretion. The use authorized under this Agreement is non-commercial in nature (e.g., you may not sell the content you access on or through this Web site.) All other use of this site is prohibited. All rights not expressly granted herein are reserved.

You may not copy, modify, distribute, sell, lease or commercialize any part of our Website, Services or Content, nor may you reverse engineer or attempt to extract the source code of that software, unless applicable laws prohibit these restrictions or you have our written permission to do so. You are only permitted to access and view the Content for personal, non-commercial purposes in accordance with these Terms, and may not build a business or other enterprise utilizing any of the Content, whether for profit or not.

Except as provided in this section or otherwise expressly authorized by us in writing, you may not either directly, or through the use of any software, device, internet site, web-based service or other means download, stream capture, store in a database, archive or otherwise copy any part of the Services or Content; upload, sell, rent, lease, lend, broadcast, transmit or otherwise disseminate, distribute, display or perform any part of the Services or Content; license or sublicense any part of the Services or Content; or in any way exploit any part of the Services or Content. In addition, except as provided in this section or otherwise expressly authorized by us in writing, you are strictly prohibited from modifying Content; creating, distributing or advertising an index of any significant portion of the Content; or otherwise creating derivative works or materials that otherwise are derived from or based in any way on the Content, including mash-ups and similar videos, montages, translations, desktop themes, fonts, icons, wallpaper, greeting cards, and merchandise. This prohibition from creating derivative works is applicable even if you intend to give away the derivative material free of charge.

Except for the limited permission in the preceding paragraphs, Hippotlian does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not mirror any of the content from this site on another Website or in any other media. Any software and other materials that are made available for downloading, access, or other use from this site with their own license terms will be governed by such terms, conditions, and notices. Your failure to comply with such terms or any of the terms on this site will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession, custody or control.

You agree that at any time in our sole discretion, without notice to you and without liability of any kind, we may make improvements and/or changes to this Website, restrict or terminate your access to or use of any part or all of the Website, or refuse, move, or remove any material that you submitted to the Website.

You shall: (a) be responsible for the security and/or use of his/her username and password; (b) not disclose that information to any person or entity; (c) not permit any other person or entity to use his/her username or password; and (d) use his/her Membership subscription in accordance with the Terms of Use of the Terms.

You represent, warrant, and agree that any information or materials you submit to or post on the Website or Services (a) shall be true, accurate, and current; (b) will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy, or Fair Housing right; (c) will not be fraudulent, misleading, hateful, tortious, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (d) will not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another's use of the Website; (e) will not promote illegal or harmful activities; and (f) will not be illegal, unlawful or contrary to any applicable laws or regulations where created, displayed, or accessed.

You agree not to (and not to assist any third party to): (a) engage in commercial use of the Website or any content on the Website; (b) reproduce, copy, display, store, perform, re-post, publish, transmit, distribute, sell, offer for sale, license, modify, create derivative works, or otherwise use any portion of the content offered on the Website for other than your own personal, non-commercial use; (c) remove any copyright, trademark or other proprietary rights notices contained in or on the Website or any content or other material obtained via the Website or any services on the Website; (d) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Website, such as for purposes of constructing or populating a searchable database of business or property reviews; (e) collect or harvest any information about other users for any purpose; (f) reformat or frame any portion of the web pages that are part of the Website; (g) create user accounts by automated means or under false, misleading or fraudulent pretenses; (h) create or transmit unwanted electronic communications such as “spam” to other users or otherwise interfere with other users’ enjoyment of the Website; (i) transmit any viruses, worms, defects, Trojan horses or other items or malware of a destructive nature; (j) use the Website to violate the security of any computer network, crack passwords or security encryption codes, or transfer or store illegal material, including any material that may be deemed threatening or obscene; (k) copy or modify the HTML, CSS and JSS code used to generate web pages on the Website; (l) use any device, software or procedure that interferes with the proper working of the Website, or otherwise attempt to interfere with the proper working of the Website; (m) take any action that imposes an unreasonable or disproportionately large load on our IT infrastructure; (n) modify, adapt, translate, or reverse engineer any portion of the Website; (o) use the Website to violate any law or regulation, including but not limited to Fair Housing laws and regulations, or (p) use the Website for any purpose that is unlawful or prohibited or unauthorized by these Terms of Use.

You are encouraged to regularly back-up your continuing professional development information to protect it against unexpected loss. It is also recommended that you print a hard copy of your continuing professional development information from time to time. We recommend that you not use the Hippotlian Platform (either on the App or via your computer) as the sole repository of your continuing professional development information. You acknowledge and agree that we are not liable for any loss of data occasioned to information stored on the Hippotlian Platform as a result of an error or malfunction of the Hippotlian Platform or the Sites and you agree to indemnify and hold us harmless against any loss, harm or damage that you suffer as a result of such data loss or our inability to provide Hippotlian Platform reports due to technological conditions outside of our reasonable control.

2. PAYMENT

For Services offered on a payment or subscription basis, the following terms apply, unless Hippotlian or its third-party affiliates notify you otherwise in writing. If you are given access to the Hippotlian web based portal part of the Services or download the mobile application part of the Services you are required to sign either the End User License Agreement (EULA) or Subscription Agreement. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the Website for the Services:

  1. Payments will be billed to you in US dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the Website for the Services.
  2. Hippotlian utilizes the services of a third-party payments processor to process all credit card payments you make for Services offered by Hippotlian.
  3. You must pay with one of the following:
    1. A valid credit card acceptable to Hippotlian;
    2. A valid debit card acceptable to Hippotlian;
    3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
      or
    4. By another payment option Hippotlian provides to you in writing.
  4. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
  5. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
  6. Hippotlian will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services are cancelled or terminated under this Agreement.
  7. Additional cancellation or renewal terms may be provided to you on the Website for the Services.

3. USE WITH YOUR MOBILE DEVICE

  • Use of the Website and Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your Agreement with your mobile device and telecommunications provider.
  • HIPPOTLIAN MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
    1. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
    2. ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
    3. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

    4. THIRD-PARTY INFORMATION, MATERIALS, PRODUCTS, AND SERVICES

    This Website may feature information, materials, products, and services provided by third parties, which may include content providers, payment processors, advertisers, and other users (collectively, the "Third Party Information"). Any opinions, advice, statements, services, offers, materials, products or other information or Content expressed or made available by Users and third parties, including information providers or any other users of the Website or Services, are those of the respective author(s) or distributor(s) and not of Hippotlian. We make no representation or warranty with respect to, nor do we guarantee or endorse, and we disclaim any express or implied warranty relating to, the accuracy, completeness, quality, timeliness, non-infringing nature, legality, condition, or reliability of any third party information, materials, products, or services.

    You agree that we have no responsibility or duty to review, pre-screen, or approve, and that we shall not be responsible or liable for, any third party information, materials, products, or services or any loss or damage of any kind suffered by you or any third party arising out of or relating to any of them.

    If you choose to communicate or contract with any third party, or use any information, materials, services or products of any third party, you agree that you will address any issues or disputes regarding such matters directly with the third party, and not us. You acknowledge that your participation in any services provided by a third party or purchase of any product from a third party will constitute your consent to such third party's terms of service or terms of use with respect to such service or product.

    5. LINKS TO THIRD PARTY SITES

    This Website and Services may contain links, inline frames, feeds, embedded content to or from websites (collectively, "Third Party Links" or "Links") operated by parties other than Hippotlian. Such links are provided for your convenience only, and do not indicate any endorsement of the material on such websites or any association with their operators. You agree that Hippotlian is not responsible or liable for such websites, the availability or contents of such websites, any products or services they offer, or any damages any of the foregoing may cause you.

    IN NO EVENT SHALL HIPPOTLIAN BE LIABLE FOR ANY DAMAGES SUFFERED BY A USER (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, ANY LINKED SITE OR THIRD PARTY WEBSITE OR RELATED SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER HIPPOTLIAN WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT SUCH DAMAGES WERE POSSIBLE.

    The Website may utilize Google Maps, Google Translate and related content licensed to us by Google and its licensors. By using the Google Maps and Google Translate features available on the Website, you are agreeing to be bound by the applicable policies, Terms of Use of Google.

    5.1 Linking to this site

    Hippotlian consents only to links to this Website in which the link and the pages that are activated by the link do not: (a) create frames around any page on this Web site or use other techniques that alter in any way the visual presentation or appearance of any content within this site; (b) misrepresent your relationship with Hippotlian; (c) imply that Hippotlian approves or endorses you, your Web site, or your service or product offerings; and (d) present false or misleading impressions about Hippotlian or otherwise damage the goodwill associated with Hippotlian's name or trademarks. As a further condition to being permitted to link to this site, you agree that Hippotlian may at any time, in its sole discretion, terminate permission to link to this Web site. In such event, you agree to immediately remove all links to this Web site and to cease any related use of Hippotlian's trademarks.

    5.2 The Content of Others

    Content ("Content") on our Website and Services may be produced by other users and other third parties ("Third Party Content") and may contain Content or materials ("Materials") from publishers or other Users. Whether that Content is posted publicly or sent privately, the Content is the sole responsibility of the person or organization that submitted it. Although Hippotlian reserves the right to review all Content that appears on the Website or Services and to remove any Content that violates these Terms, we do not necessarily review all of it. So we cannot—and do not—take responsibility for any Content that others provide through the Website or Services.

    You are responsible for your use of the Website and Services and for any Content you provide, including compliance with applicable laws, rules, and regulations. As such, you should only provide Content that you are comfortable sharing with others.

    Any use or reliance on any Content or materials posted via the Website or Services or obtained by you through the Website or Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Website or Services or endorse any opinions expressed via the Website or Services. You understand that by using the Website or Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All Content is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Website or Services and, we cannot take responsibility for such Content.

    We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.

    Through these Terms, we make clear that we do not want the Website or Services put to bad uses. But because we do not review all Content, we cannot guarantee that Content on the Website or Services will always conform to our Terms.

    You may be able to post User Content. You must not post any User Content that is threatening, abusive, unlawful, misleading, fraudulent, discriminatory, libelous, defamatory, obscene or otherwise objectionable, or that contains ethnic, sexual, racial or other discriminating slurs. You must also not post any User Content that contains proprietary information, trade secrets, confidential information, solicitations, advertisements, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us in writing), or encourages or causes spamming or flooding.

    You are prohibited from posting any User Content containing state, government or federal identification information or numbers (whether your own or of another person), such as national identification number, social security number, passport number, insurance number, driver's license number, immigration number, or any other similar number, code, or identifier. Posting such identification information could possibly cause identity theft. Hippotlian may remove any such identification information, but we are under no obligation to do so and have no responsibility and disclaim all liability or damages for any user posting of such identification information.

    Hippotlian reserves the right to disclose all User Content and other relevant or related information, and the circumstances surrounding their transmission, to any third party in connection with operating the Website and Services; to protect itself, its affiliates, its partners and its users or visitors; and to comply with legal obligations or governmental requests. What this means is that we may honor law enforcement or court-mandated requests such as subpoenas or search warrants to reveal a user's electronic address and identity, or other properly requested information.

    Although we have no obligation to do so, we may monitor User Content, and reserve the right to delete any User Content or portion thereof that, in the Hippotlian's sole discretion, violates the above rules, including any User Content that is unrelated to the specific area of the Site or Services on which it is posted, or that is an advertisement, or other commercial message, or that Hippotlian determines in its sole discretion to be inappropriate. If you believe that any User Content violates this Agreement or our policies, we encourage you to report the Content or conduct to us so that we may have the opportunity to consider whether to remove the Content or not, please do so at administrator@hippotlian.com Just so there is no ambiguity in these Terms of Use, Hippotlian does not have any obligation to remove any User Content, and whether User Content is deemed to be inappropriate or violates any Hippotlian policy will always remain within the sole discretion of Hippotlian.

    Except as provided in the Privacy Policy, we do not guarantee that User Submissions will be private, even if the User Submission is in a password-protected area. Accordingly, you should not provide User Submissions that you want protected from others.

    You are solely responsible for any content you submit to the Sites. You acknowledge and agree to hold Hippotlian harmless and defend and indemnify us (our officers, directors, employees, contractors and agents) against all claims, actions, suits, demands, damages, liabilities, costs or expenses (including legal costs and expenses on a full indemnity basis) including in tort, contract or negligence, arising out of or in connection with your breach of this clause.

    You bear all responsibility for your User Submissions. You represent and warrant that you have all rights necessary to grant to Hippotlian the license above and that your User Submissions do not violate the terms of this Agreement.

    Please take note of the following: Section 230 of the US Communications Decency Act provides that:

    (1) Treatment of publisher or speaker

    No provider or User of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider.

    (2) Civil liability No provider or User of an interactive computer service shall be held liable on account of-

    (a) any action voluntarily taken in good faith to restrict access to or availability of material that the provider or User considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected; or

    (b) any action taken to enable or make available to information content providers or others the technical means to restrict access to material described in paragraph (1).

    License to User Content and Feedback

    You retain your rights to any Content you submit, post or display on or through the Website or Services. What's yours is yours — you own your Content (and your photos and videos are part of the Content).

    By submitting, posting or displaying Content on or through the Website or Services, you grant Hippotlian a worldwide, non-exclusive, perpetual, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed). This license authorizes us to make your Content available to the rest of the world and to let others do the same. You agree that this license includes the right for Hippotlian to provide, promote, and improve the Website or Services and to make Content submitted to or through the Website or Services available to other companies, organizations or individuals for the syndication, broadcast, distribution, promotion or publication of such Content on other media and services, subject to our Terms of Use for such Content use. Such additional uses by Hippotlian, or other companies, organizations or individuals, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Website or Services.

    You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.

    Only to the extent as permitted by law, if you post Content or submit material to the Website or Services, including photographs or material you grant Hippotlian a nonexclusive, worldwide, perpetual, (revocable only as described below), fully-paid, royalty-free, sublicensable right and license to use, sell, make, sublicense, reproduce, distribute, perform, display, prepare derivative works from and otherwise exploit all such Content and materials for the purpose of publishing material on the Services, Hippotlian's Website or its publisher partners, maintaining the Hippotlian website and promoting Hippotlian without restriction. You further grant to Hippotlian, its affiliates, and sublicensees the right to use your user name, and/or trademarks and logos in connection with any such User Content or Hippotlian marketing materials or Content that we might publish or display on the Website or Services.

    As a user of the Website or Services, you represent, warrant and acknowledge that: (i) you own the User Content that you submit, display, post or otherwise make available on or through the Website or services, or that you otherwise have the right to grant the license set forth in this section, (ii) that all such User Content, and its submission, display, posting or availability on or through the Website or services does not violate any applicable law or the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person or entity, and (iii) such submission, posting, display or availability on or through the Website or services does not result in or cause any breach of contract between you and any third party. You further agree to pay for all royalties, fees, damages, and any other monies of any kind owed to any person or entity by reason of such User Content. You agree to defend, indemnify and hold harmless Hippotlian and its affiliates and sublicensees from all claims of any kind resulting from any such User Content. If you desire to request to revoke the license granted by you in this Section for any such User Content, you must email us at: administrator@hippotlian.com and request deletion of your User Content and must include:

    (a) your name, address, telephone number, and email address;

    (b) the signature of the applicable rights holder for such User Content or a person authorized to act on behalf of the rights holder;

    (c) identification of the User Content for which the license is to be revoked, and please provide all necessary information reasonably sufficient to allow Hippotlian to locate and remove such User Content on the Website or services;

    (d) a written statement certifying that you have a good faith belief that you are the rights holder or authorized by the rights holder to revoke the license for the designated User Content; and,

    (e) a statement that the information in the request to remove the User Content is accurate, and under penalty of perjury, that you are the rights holder or are authorized to act on behalf of the rights holder with respect to such User Content that you desire to be removed from the Website or services.

    Only if you desire to do so voluntarily, you may offer feedback to Hippotlian about the functionality and performance of the Website or services, including, without limitation, identifying ways to modify the site, potential errors, making improvements, fixing bugs, or enhancements ("Feedback"). By providing Feedback, you hereby grant to Hippotlian a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right and license to use, sell, make sublicense, reproduce, perform, distribute, display, prepare derivative works from and otherwise exploit all such Feedback for any purpose without restriction. You agree that Hippotlian may disclose any or all Feedback to any third party in any manner, and you agree that Hippotlian may sublicense any or all Feedback in any form to any third party without restriction. By providing any Feedback, you agree that your provision of such Feedback is unsolicited, gratuitous and without restriction, and will not put Hippotlian under any confidentiality, fiduciary, or other any obligation, and that Hippotlian is free to use such Feedback without any additional compensation to you, and that we are free to disclose such Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by accepting any Feedback, we do not waive any rights to use similar or related ideas previously known to Hippotlian, or developed or created by its employees, or derived from sources other than you.

    6. CONFIDENTIAL INFORMATION

    Hippotlian does not want to receive confidential or proprietary information from you through our Website. Please note that any information or material sent to Hippotlian will be deemed NOT to be confidential. By sending Hippotlian any information or material, you grant Hippotlian an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information. You also agree that Hippotlian is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. However, we will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) we obtain your permission to use your name; or (b) we first notify you that the materials or other information you submit to a particular part of this site will be published or otherwise used with your name on it; or (c) we are required to do so by law. Personally-identifiable information that you submit to Hippotlian for the purpose of receiving products or services will be handled in accordance with our privacy policies.

    7. GLOBAL AVAILABILITY

    Information Hippotlian publishes on the Internet may contain references or cross-references to Hippotlian's products, programs and services that are not announced or available in your country. Such references do not imply that Hippotlian intends to announce or make available such products, programs, or services in your country.

    8. PRIVACY

    You agree that we may collect, use, and share information about you in any manner permitted by the Privacy Policy posted on this Website.

    9. YOUR ACCOUNT

    You agree that you are responsible for maintaining the confidentiality of your account and password, for restricting access to your computer, and for all activities that occur under your password or your account. You agree: (a) that you will not disclose your Site password to anyone, (b) that you will not allow others to utilize your account, (c) to ensure that you fully exit from your account at the end of each session, (d) to immediately change your password if you become aware that your account has been compromised, (e) to immediately notify us of any unauthorized use of your password or account, or any other breach of security, and (f) that you will be solely responsible for safeguarding your password and for any actions taken under your password or account, whether authorized by you or not.

    9. RESPECTING COPYRIGHT

    We honor the requirements set forth in the Digital Millennium Copyright Act (DMCA). We therefore take reasonable steps to expeditiously remove from our Website or Services any infringing material that we become aware of. And if Hippotlian becomes aware that one of its Users has repeatedly infringed copyrights, we will take reasonable steps within our power to terminate the User's account.

    We make it easy for you to report suspected copyright infringement. If you believe that anything on the Website infringes a copyright that you own or control, please contact Us:

    Hippotlian:

    Attn: The Administrator
    Email: administrator@hippotlian.com

    If you file a notice by mail with us, it must comply with the requirements set forth at 17 USC § 512(c)(3). That means the notice must:

    • contain the physical or electronic signature of a person authorized to act on behalf of the copyright owner;
    • identify the copyrighted work claimed to have been infringed;
    • identify the material that is claimed to be infringing or to be the subject of infringing activity, and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to let us locate the material;
    • provide your contact information, including your address, telephone number, and an email address;
    • provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    • provide a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

    11. SOFTWARE AVAILABLE ON THIS WEBSITE

    Any software that is made available to download from this Website or the Services ("Software") is the copyrighted work of Hippotlian and/or its suppliers. Your use of any Software is governed by the terms of the End User License Agreement (EULA), if any, that accompanies or is included with the Software. You may not install or use any Software that is accompanied by or includes a license agreement unless you first agree to the license agreement terms.

    All Software, including without limitation all code and active controls contained in this Website and the Services is owned by Hippotlian and/or its suppliers and is protected by copyright laws and international treaty provisions. Any unlicensed reproduction or redistribution of any Software is expressly prohibited by law and may result in severe civil and criminal penalties. Without limiting the foregoing, copying or reproduction of any Software to any other server or location for further reproduction or redistribution is expressly prohibited.

    11.1 Intellectual property rights

    You acknowledge that all intellectual property rights in the Website and Services, and the Documents ("Documents" means any material or data produced or made available to Hippotlian) anywhere in the world belong to Hippotlian or our licensors, that rights in them are licensed (not sold) to you, and that you have no rights in, or to, the Services or the Documents other than the right to use each of them in accordance with these Terms.

    You acknowledge that you have no right to have access to the Website or Services in source-code form.

    The audio and video materials, photographs, text, graphics, logos, layouts, designs, interfaces, software, data and other content associated with the Services ("Content") are protected by intellectual property and other laws in the US and in other countries. You must comply with all such laws and applicable copyright, trademark or other legal notices or restrictions. You shall not remove or alter any copyright, trademark, or other legal notices marked on the Content. As between you and Hippotlian, Hippotlian will retain all right, title, and interest in and to the Services and the Content. No transfer of ownership to any portion of the Content shall be made as a result of any access you are granted. Except as specifically provided below, we reserve all rights to the Services and Content.

    You are only permitted to access and view the Content for personal, non-commercial purposes in accordance with these Terms, and may not build a business or other enterprise utilizing any of the Content, whether for profit or not. Except as provided in the section, "Certain Use Limitations" or otherwise expressly authorized by us in writing, you may not either directly or through the use of any software, device, internet site, web-based service or other means download, stream capture, store in a database, archive or otherwise copy any part of the Services or Content; upload, sell, rent, lease, lend, broadcast, transmit or otherwise disseminate, distribute, display or perform any part of the Services or Content; license or sublicense any part of the Services or Content; or in any way exploit any part of the Services or Content. In addition, except as provided in the section, "Certain Use Limitations" or otherwise expressly authorized by us in writing, you are strictly prohibited from modifying Content; creating, distributing or advertising an index of any significant portion of the Content; or otherwise creating derivative works or materials that otherwise are derived from or based in any way on the Content, including mash-ups and similar videos, montages, translations, desktop themes, fonts, icons, wallpaper, greeting cards, and merchandise. Infringement of copyright may subject you to civil or criminal penalties or prosecution including possible monetary damages. This prohibition from creating derivative works is applicable even if you intend to give away the derivative material free of charge.

    11.2. Trademark Information

    You agree that all of Hippotlian's trademarks, trade names, service marks, and other logos and brand features that are displayed via the Website and Services (collectively, the "Marks") are trademarks and the property of Hippotlian. You agree not to display or use Our Marks in any manner without Our prior permission. Sponsor and third-party website trademarks are the property of the respective Sponsors and third parties. The display of any Sponsor or third parties trademarks via the Website and Services does not necessarily mean that Hippotlian has an affiliation with these entities.

    DISCLAIMERS

    We try to keep the Website and Services up and running and free of annoyances. But we make no promises that we will succeed.

    THE WEBSITE, SERVICES AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND TO THE EXTENT PERMITTED BY APPLICABLE LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WHILE HIPPOTLIAN ATTEMPTS TO PROVIDE A GOOD USER EXPERIENCE, WE DO NOT REPRESENT OR WARRANT THAT: (A) THE WEBSITE, SERVICES AND CONTENT WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE WEBSITE AND SERVICES AND THE CONTENT WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; (c) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE WEBSITE AND SERVICES INCLUDING CONTENT WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY FROM YOUR USE OF THE WEBSITE, SERVICES AND CONTENT WILL MEET YOUR EXPECTATIONS, AND (E) ANY ERRORS IN THE SOFTWARE OPERATING ON THE WEBSITE OR SERVICES WILL BE CORRECTED OR (F) THAT ANY HIPPOTLIAN CONTENT, USER CONTENT, THIRD-PARTY CONTENT, MATERIALS OR INFORMATION YOU OBTAIN ON OR THROUGH THE WEBSITE, SERVICES AND THE CONTENT WILL BE TIMELY OR ACCURATE.

    HIPPOTLIAN TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT OR MATERIALS OF ANY KIND THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR WEBSITE, SERVICES AND THE CONTENT. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH HIPPOTLIAN WILL BE RESPONSIBLE FOR.

    HIPPOTLIAN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, OR USEFULNESS WITH RESPECT TO HIPPOTLIAN'S WEBSITE, SERVICES AND THE CONTENT, OR INFORMATION CONTAINED ON THE WEBSITE OR SERVICES INCLUDING ANY THIRD PARTY SITES OR THIRD-PARTY LINKS.

    TO THE EXTENT PERMITTED BY LAW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

    LIMITATION OF LIABILITY

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, YOU AGREE THAT HIPPOTLIAN, ITS AFFILIATES, AGENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS AND EMPLOYEES WILL NOT BE LIABLE FOR ANY PERSONAL INJURY, EMOTIONAL DISTRESS, DEATH OR FOR ANY INDIRECT, DIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOSS OF BUSINESS OR OTHERWISE, ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, YOUR USE OF THE WEBSITE, SERVICES AND THE CONTENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, OR OTHERWISE, EVEN IF HIPPOTLIAN OR ITS AFFILIATES, OR THEIR THIRD-PARTY LICENSORS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF OR RELIANCE ON THE WEBSITE OR SERVICES, OR FROM RELIANCE OR DAMAGE CAUSED BY: (I) INFORMATION, MATERIALS, USER CONTENT OR THIRD PARTY CONTENT POSTED ON THE WEBSITE OR SERVICES, (II) FROM THE INABILITY TO USE THE WEBSITE OR SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE WEBSITE OR SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES RECEIVED THROUGH ANY THIRD PARTY OR LINKED SITES MADE AVAILABLE ON THE WEBSITE OR SERVICES FROM THIRD-PARTY WEBSITES. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE WEBSITE OR SERVICES OR ANY INFORMATION THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE WEBSITE OR SERVICES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND TO THE FULLEST EXTENT PERMITTED BY LAW.

    ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE OR THE SERVICES [INCLUDING, WITHOUT LIMITATION, THE CONTENT (INCLUDING ANY MESSAGE)] IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, OR YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE WEBSITE OR THROUGH OR FROM THE SERVICES OR THE CONTENT (INCLUDING ANY MESSAGE) SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND HIPPOTLIAN SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PARTY FOR ANY INCORRECT INFORMATION OR FOR ANY LOSSES YOU INCUR FROM YOUR USE OF THE CONTENT (INCLUDING ANY MESSAGE) PROVIDED ON THE SERVICES.

    TO THE EXTENT PERMITTED BY LAW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

    User acknowledges and agrees that without the foregoing exclusions and limitations of liability, Hippotlian would not be able to offer the Website or services, and that such exclusions and limitations of liability shall apply, even if they would cause User's remedies under this Agreement to fail of their essential purpose.

    14. INDEMNIFICATION

    To the fullest extent permitted by law, you agree to indemnify and hold Hippotlian and its owners, members, managers, officers, employees, and affiliates harmless from and against all claims, demands, suits, damages, losses, liabilities, and expenses, including reasonable attorney's fees, arising out of or relating to (a) your breach of any of these Terms of Service or other terms of use contained on this Website; (b) your negligence, misconduct, or other wrongful act or omission; (c) your use or misuse of this Website or any of the Third Party Information, links, materials, products, or services available on or through this Website including any content you posted on the site; (d) any action of any person with whom you shared your password, account, computer, or other device; (e) any information or material you submitted to or posted on the Website; or (f) any violation or infringement of any intellectual property, privacy, publicity, confidentiality, Fair Housing, or proprietary rights of any third-party, or any violation of any law or regulation, arising from your use of the Website or Services.

    15. MODIFICATION OF TERMS OF USE

    Hippotlian reserves the right to change these Terms of Service, and any other terms of use on the Website, at any time in its sole discretion, without prior notice and without liability to you of any kind, by posting the modified Terms of Service or other terms of use on this Website. By using the Website after our posting of any changes to these Terms of Service or other terms of use (other than simply to read the modified terms and delete your account), you agree to the changes and the modified terms. All changes shall be effective immediately upon posting, shall apply prospectively only, and no change shall apply to any dispute, controversy or claim pending or in progress at, or arising before or out of events occurring before, the time of the change, or alter any provisions with respect to a matter occurring prior to the time of the change.

    Governing Law/Arbitration. By using Hippotlian's Website or Services, you agree that the laws of the State of Delaware without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Hippotlian.

    16. DISPUTES

    ANY DISPUTE RELATING IN ANY WAY TO YOUR USE OF HIPPOTLIAN'S WEBSITE OR SERVICES SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN THE STATE OF DELAWARE EXCEPT FOR INTELLECTUAL PROPERTY CLAIMS BROUGHT BY EITHER PARTY (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) AND CLAIMS THAT MAY BE BROUGHT IN SMALL-CLAIMS COURT.

    CONFIDENTIAL ARBITRATION UNDER THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY UNDER THE CONSUMER ARBITRATION RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA'S CONSUMER RULES"), EXCLUDING ANY RULES AND PROCEDURES GOVERNING OR PERMITTING CLASS OR REPRESENTATIVE ACTIONS. THE RULES ARE AVAILABLE AT THE AMERICAN ARBITRATION ASSOCIATION'S WEBSITE.

    YOU AND HIPPOTLIAN AGREE TO EXPRESSLY WAIVE ANY RIGHTS TO FILE CLASS OR REPRESENTATIVE ACTIONS OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS IN ANY JURISDICTION OR FORUM.

    THE ARBITRATOR SHALL APPLY DELAWARE LAW, AND THE ARBITRATOR'S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE REST OF THIS PROVISION SHALL REMAIN IN EFFECT.

    IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE COURT LOCATED IN THE STATE OF DELAWARE.

    Hippotlian's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Hippotlian's right to comply with governmental, court and law enforcement requests or requirements relating to your use of this Website or information provided to or gathered by Hippotlian with respect to such use.

    You may not assign or transfer any of your rights or obligations under these Terms of Service, in whole or in part, without our prior written consent, and any attempted assignment in violation of the foregoing will be null and void and of no force or effect. We may assign any and all of our rights and obligations under these Terms of Service freely at any time without notice. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of your and our successors and permitted assigns.

    Our failure to exercise or enforce any right or provision shall not affect our right to exercise or enforce such right or provision at any time thereafter, nor shall our waiver of any breach or default of these Terms of Service constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

    Whereas the Website has a feature that enables translation of these Terms of Service into a language other than English, the Terms of Service will be governed by the English language version.

    If any part of these Terms of Service is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service shall continue in effect.

    These Terms of Service constitute the entire Agreement between you and Hippotlian with respect to this Website, except as otherwise indicated in these Terms of Service.

    17. RIGHTS TO SYNDICATE IMAGES, CONTENT, AND LISTINGS:

    You hereby grant to Hippotlian, its subsidiaries, affiliates, and related companies, a perpetual and irrevocable license to copy, modify, display, distribute, create derivative works from, or otherwise use, any and all content that are displayed or submitted to this Website.

    18. MISCELLANEOUS

    Nothing contained in this Agreement shall be deemed or interpreted to constitute the relationship between you and us as a legal partnership, agency, joint venture or any other relationship in which either you or we are responsible for or shall incur liability to outside parties as a result of the actions or omissions of the other. This Agreement shall not be for the benefit of, or enforceable by, any person or entity not a party hereto and shall not confer any rights or remedies upon any party other than you and us and our respective successors and permitted assigns.

    Severability: In the event that any portion of this Agreement is found to be unenforceable by a court of competent jurisdiction, the remaining portions shall remain in full force and effect to the degree necessary to preserve the intent of the parties.

    19. NOTICES

    Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: When transmitted if transmitted by electronic mail (Email) and a receipt is obtained; the day after it is sent if delivered by overnight delivery service and a receipt is obtained; and five days after it is sent if mailed, first-class certified mail, return receipt requested, proper postage prepaid. In each case, notices shall be sent to the last known address of the other party.

    CONTACT INFORMATION:

    You may contact Hippotlian at: administrator@hippotlian.com.
    Tel: +1 (256) 673-4867
    Address: Hippotlian Inc., 8 The Green, Suite B, Dover, Kent, Delaware, 19901

    Hippotlian has designated the following email address to receive notifications of claimed copyright infringement involving this Website at administrator@Hippotlian.com. Please refer to above section entitled "Respecting Copyright" for information on how to correctly file a notice of suspected copyright infringement, to comply with the requirements set forth at 17 USC § 512(c)(3).

    EFFECTIVE: October 14, 2020